GROUP 1 AUTOMOTIVE, INC., AND WELLS FARGO BANK, N.A., AS TRUSTEE 3.00% Convertible Senior Notes due 2020 INDENTURE Dated as of March 22, 2010Indenture • March 22nd, 2010 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • New York
INDENTURE dated as of March 22, 2010, between GROUP 1 AUTOMOTIVE, INC., a Delaware corporation (the “Company”), and WELLS FARGO BANK, N.A., as Trustee (the “Trustee”).
Attn: John Servidio Telephone: 646-855-8900 Facsimile: 704-208-2869Warrant Agreement • March 22nd, 2010 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Group 1 Automotive, Inc. (“Company”) to Bank of America, N.A. (“Dealer”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for this Transaction.
March 16, 2010Warrant Agreement • March 22nd, 2010 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Group 1 Automotive, Inc. (“Company”) to JPMorgan Chase Bank, National Association, London Branch (“Dealer”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for this Transaction.
Group 1 Automotive, Inc. Purchase AgreementPurchase Agreement • March 22nd, 2010 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • New York
Group 1 Automotive, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the initial purchasers listed on Schedule I hereto (the “Initial Purchasers”) for whom you are acting as representatives (the “Representatives”), $100,000,000 principal amount of its 3.00% Convertible Senior Notes due 2020 (the “Firm Securities”) to be issued pursuant to the provisions of an Indenture dated as of March 22, 2010 (the “Indenture”) between the Company and Wells Fargo Bank, N.A., as Trustee (the “Trustee”). The Company also proposes to issue and sell to the Initial Purchasers not more than an additional $15,000,000 principal amount of its 3.00% Convertible Senior Notes due 2020 (the “Additional Securities”, and together with the Firm Securities, the “Securities”) if and to the extent that the Initial Purchasers shall have determined to exercise the right to purchase such 3.00% Convertible Senior Notes due 2020 granted to the Initial Purchasers in Section 1 hereof. The Securities
March 16, 2010Base Call Option Transaction • March 22nd, 2010 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and Group 1 Automotive, Inc. (“Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for this Transaction.
